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Meta Platforms has priced depositary shares tied to its Series A preferred stock. It is also selling Class A common stock through forward sale agreements, in one of the larger equity financing efforts by a Big Tech company.
The concurrent offerings launched on October 26, 2026. Together, they aim to raise approximately $35 billion in the near term. The money is earmarked largely for one thing: feeding Meta’s appetite for AI infrastructure.
Breaking down the two offerings
The first piece is the preferred side. Meta is offering 250 million Series A depositary shares at $50 each, which comes to roughly $12.5 billion.
A depositary share is a fractional slice of a larger security. Each depositary share carries a liquidation preference of $50, while each underlying preferred share carries $1,000. That works out to 20 depositary shares per preferred share.
These are not permanent preferred shares. They are set to convert mandatorily into Class A common stock around August 15, 2029. Holders get a preferred-style instrument now and Meta common stock later, whether they want it or not.
The second piece is $22.5 billion in Class A common stock sold through forward sale agreements. Morgan Stanley and Goldman Sachs are leading the underwriting on that offering. The underwriters also hold a 30-day option to buy up to 37.5 million additional shares.
Forward sale agreements deserve a quick explainer. Think of it as locking in a sale price today while delivering the goods later. In a typical structure, the banks sell shares to investors upfront, and the company settles by issuing new shares to the banks at a future date. The company gets pricing certainty without having to issue everything at once.
The AI bill that needs paying
Meta has said proceeds will go toward general corporate purposes. In practice, that means AI investment, which is where the company’s spending has been heading for some time.
The scale of that spending explains the size of the raise. Meta’s AI infrastructure costs have been projected at between $135 billion and $145 billion within 2026 alone.
Put those numbers side by side. The roughly $35 billion from this round covers about a quarter of the projected 2026 AI spend. It is a big check that still leaves most of the tab open.
And Meta is not stopping here. The company has a potential additional $60 billion in Class C common stock planned for future offerings, tied to the first quarter of 2027 when trading in that share class is set to begin.
If that second wave proceeds as planned, Meta’s total equity financing program could approach $95 billion.
Why the structure matters
The mandatory convertible preferred defers dilution. Existing shareholders do not see those shares become common stock until around August 2029. That buys time for the AI investments to show results before the share count swells.
The forward sale structure works on similar logic. Meta locks in a price now but can settle later, which gives it flexibility on timing.
The planned Class C offering adds another layer. By spreading issuance across different share classes and different dates, Meta appears to be managing how much new stock hits the market at any given moment.
What this means for shareholders and the AI race
For existing Meta shareholders, the core tradeoff is simple. Dilution is coming, just on a staggered schedule. The bet is that AI infrastructure built with this capital generates returns large enough to justify a bigger share count.
There are a few things to watch from here. First is whether underwriters exercise their option on the additional 37.5 million Class A shares, which would indicate demand. Second is how Meta stock trades as the forward agreements settle. Third, and most consequential, is whether the planned $60 billion Class C offering moves forward in Q1 2027 as outlined.
Disclosure: This article was edited by Vivian Nguyen. For more information on how we create and review content, see our Editorial Policy.
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